The University of New Mexico’s Board of Regents is scheduled to consider policy changes Monday that would alter the makeup of the governing board of UNM’s Health Sciences Center and bring the HSC chancellor more clearly under the authority of the university president.

The Health Sciences Center, which includes University of New Mexico Hospital, the medical school, the school of nursing and the cancer center, is now governed by a seven-member board that includes five regents, two community members appointed by the regents’ president and the chairman of the UNM Hospital Board of trustees, who is a non-voting member.

The new policy proposed by Regents Rob Doughty and Marron Lee would replace the HSC board with a committee made up of three regents and the non-voting chair from the Hospital Board.

In a letter dated March 11 to Regents President Jack Fornter, Doughty and Lee said the policy changes, specifically replacing the HSC board with a regents’ subcommittee, would streamline university operations.

“In turn, the elimination of the separate board will result in a reporting hierarchy that is under the leadership of the University President and remove any conflict of interest in the management of the University as a whole,” Doughty and Lee wrote.

Chancellor Paul Roth is the top executive at HSC, which has an annual budget of about $1.7 billion. Roth was unavailable for comment, but he did issue an internal memo to HSC employees in which he addressed potential policy changes. “While we all have concerns about what these proposed changes may mean, and were not offered the opportunity for input into these changes, they will not and must not impair our commitment to providing for the health and well-being of the thousands of New Mexicans we serve every year nor have a negative impact on our excellent educational and research programs,” Roth said. “We will make the best of whatever transpires on Monday.”

HSC spokesman Billy Sparks said, “we are aware of the proposed changes and the potential vote on Monday.”

He said all voting members of the HSC board are currently appointed by the regents’ president and that “all actions taken by the HSC Board of directors must be taken before the entire board of regents to be approved.”

Fortner, Lee, student Regent Ryan Berryman and Doughty are the four regents now on the Health Sciences Center board of directors, and Doughty serves as its chair. There is a regent vacancy on the HSC board and full regents board.

Mel Eaves, an Albuquerque attorney and former regent, and Ann Rhoades, a local business owner, serve as the community members on the board. Debbie Johnson, the chair of the UNM Hospitals Board of Trustees, serves as non-voting member.

It’s unclear which regents would serve on the three-member committee if the policy changes are approved. Doughty was traveling but issued a statement late in which he said eliminating community members from the HSC Board would remove “the inherent conflict in which regents need to consider the entire institution, while community members need only to consider the HSC in terms of decision making and ensuing impact.”

One proposed policy change adds a provision that says the HSC chancellor needs approval from the university president before appointing deans or administrative officers. Another provision strips the Health Sciences Center’s ability to hire outside legal counsel and the authority to approve legal actions. Those decisions would be subject to approval by UNM President Bob Frank under the new policy.

Some of the proposed changes are more nuanced.

The new policy says, “The president of university shall in consultation with the board of regents set the annual goals to be established for the Chancellor of Health.”

That policy currently says the president and regents would “recommend” instead of “set” the chancellor’s goals.

The changes have not been previously discussed by UNM regents in an open meeting and were made public for the first time in documents posted on the university’s web site at the time Monday’s meeting was announced pursuant to the state’s Open Meetings Act. The agenda lists the issue as an action item, meaning the regents could vote Monday.

One regent objected to fast-tracking the proposal, the Journal has learned. The regent said the issue has not been discussed.

“I believe all regents are entitled to time to consider reasons given for the proposed change …,” the regent said. The regent said since “that is not possible by next Monday,” the item should be struck from the agenda.

“The maximum action we can justify now is to initiate examination of the reasons for which this change is proposed along with alternative solutions,” the regent said.

Doughty said in his statement Friday that the governance discussion has come up over the years and that “re-evaluating the merits of governance and operations to best serve our public is and always should be the duty of the regents.”

He also said Health Sciences leadership “has declared itself open to considering new structures if it is in the best interest of the public, and that is what we are discussing on Monday.”

Faculty response

More than 20 faculty leaders with the HSC also said they had concerns about the proposed changes, and sent a letter to the regents expressing as much.

“We are collectively expressing our grave concern that the UNM Regents would propose and prepare to vote on such drastic organizational changes in such a rapid time frame, with no consideration for shared governance with the UNM faculty and staff,” the faculty members wrote.

The push to build a 408-bed “replacement” hospital has been a contentious issue. An expansion of the hospital was tabled several years ago by the state Board of Finance – chaired by Gov. Susana Martinez.

Eaves blasted delay of a new hospital at a recent HSC board meeting, criticizing Fortner and accusing him of pulling members off the HSC board of directors who supported the hospital at the behest of Martinez. Fortner disputed that and the Martinez administration has said it does not oppose the project, which has cost estimates up to $600 million, but said it needs thorough vetting.

Fortner, a longtime regent, was reappointed by Martinez. Doughty and Lee are more recent Martinez appointees.

Governance changes

The university has struggled with the HSC governance question, which is part of UNM and for which the regents have a fiduciary duty.

At one point, the HSC board consisted of four community members and three regents, a makeup designed to increase HSC’s autonomy. Roth has previously told the Journal that a consulting firm found HSC could better tackle the fast-changing health care environment, especially health care reform, by having its own governance structure.

The governance issue arose again in 2013, with Frank contending the policies in effect at that time in effect created two separate universities.

“The efficiency of the university is not there. The control of the university by regents is not there. And it’s not there for the president in my day-to-day operation,” he said.

Those comments drew fire from some regents and shortly afterward Frank said he would work with Roth under the governing structure.

But the composition of the HSC board was subsequently altered to include five regents – a voting majority. The current proposal converts the HSC board to a three-member subcommittee of the Board of Regents plus the non-voting hospital trustee member.